Common use of Closing Shares Clause in Contracts

Closing Shares. (a) The Happy Genius Shares will be owned at all times prior to the Closing by Happy Genius, and such shares represent valid and binding obligations of Sun Wave and Greatest Joy, enforceable against them in accordance with their terms. (b) The Mandra Shares will be owned at all times prior to the Closing by Mandra, and such shares represent valid and binding obligations of Sun Wave and Greatest Joy, enforceable against them in accordance with their terms. (c) The Closing Shares when sold to the Company at Closing will be duly and validly authorized and issued, fully paid and non-assessable. At the Closing, in accordance with the provisions of this Agreement, the Company will own the Closing Shares free and clear of any Encumbrance, or third party right or claim of any kind. (d) The outstanding capital shares of the Company are duly and validly authorized and issued, credited as fully paid and non-assessable, have been issued in accordance with all applicable laws, the Company’s Memorandum and Articles of Association and any relevant securities laws or pursuant to valid exemptions therefrom.